GOVERNMENT ENTITY (a) any national government, political
 subdivision thereof, or local
 jurisdiction therein;

 (b) any instrumentality, board,
 commission, court, or agency of any
 thereof, however constituted; and

 (c) any association, organization, or
 institution of which any of the
 above is a member or to whose
 jurisdiction any thereof is
 subject.

GUARANTOR Copa Holdings, S.A.

HABITUAL BASE Republic of Panama.

HEAD LEASE if Owner is not the same entity as Lessor,
 any aircraft lease agreement between Owner
 and Lessor in respect of the Aircraft.

INDEMNIFIED TAX has the meaning specified in Clause 5.11(b).

INDEMNITEE each of the following: (i) Beneficiary,
 (ii) Initial Purchaser (but only for claims
 arising against Initial Purchaser solely as
 a result of Initial Purchaser being a party
 in the chain of title and where no act or
 omission of Initial Purchaser, its
 successors, assigns, officers, or employees,
 allegedly contributed to the event leading
 to indemnification requirement), (iii)
 Lessor and Owner, (iv) each Financing Party,
 (v) each security trustee or other Financing
 Parties' Representative, and (vi) each
 shareholder, Subsidiary, Affiliate,
 beneficiary, member, director, officer,
 agent and employee of any of the

 16


 Persons described in items (i) - (v).

INITIAL PURCHASER means Delta.

INSURANCES has the meaning specified in Clause 9.1

INTERNAL REVENUE CODE the U.S. Internal Revenue Code of 1986, as
 amended.

INTEREST RATE the rate equal to LIBOR during the
 applicable period plus three and one-half
 percent (3.5%) per annum, but not to exceed
 the maximum amount permitted by law.